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TASMAN RESOURCES LTD Capital/Financing Update 2008

Oct 26, 2008

65896_rns_2008-10-26_16a30873-fc1f-4d71-af10-0248ba9267a6.pdf

Capital/Financing Update

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ACN 009 253 187
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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

27 October 2008

LETTER TO SHAREHOLDERS - NON-RENOUNCEABLE PRO-RATA RIGHTS ISSUE

Attached is a copy of the letter being sent to all shareholders with regards to the nonrenounceable pro-rata rights issue

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Raymond F Buscall Company Secretary

Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Email: [email protected]

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ACN 009 253 187

27 October 2008

Dear Shareholder

NON-RENOUNCEABLE PRO-RATA RIGHTS ISSUE

Tasman Resources N.L. (the Company ) has announced to ASX Limited ( ASX ) a non-renounceable pro-rata rights offer to Company shareholders (the Offer ).

Overview

Under the Offer the Company will issue to each eligible shareholder, at a price of $0.04 per share, one (1) new fully paid ordinary Company share for every six (6) fully paid ordinary Company shares held by the shareholder as at 5.00pm WST on 3 November 2008 (the Record Date ). In addition, one (1) free Company option will attach to every new fully paid ordinary Company share issued under the Offer, exercisable at $0.20 at any time on or before 5.00pm WST on 31 December 2009.

In calculating entitlements under the Offer, fractions will be rounded up to the nearest whole number.

If fully subscribed, the Offer will result in the issue of approximately 22,109,492 ordinary shares in the Company, and 22,109,492 Company options. All of the shares issued under the Offer will rank equally with the Company’s existing quoted shares. All of the attaching Company options will be issued on the same terms and conditions as the Company’s existing quoted options.

Funds raised from the Offer will be used:

  1. firstly, to meet the expenses of the Offer; and

  2. secondly, allocated to the Company’s general working capital.

The Offer is not being underwritten.

Eligibility

Only shareholders whose registered addresses are in Australia or New Zealand as at the Record Date are eligible to participate in the Offer ( Eligible Shareholders ). The Company has determined, in accordance with the Corporations Act 2001 (the Act ) and ASX Listing Rule 7.7, that it would be unreasonable to make the Offer to shareholders whose registered addresses are outside of Australia and New Zealand ( Non-Resident Shareholders ) having regard to the number of Non-Resident Shareholders in each country other than Australia or New Zealand, the number and value of shares (and attaching options) that would be offered to them and the cost of complying with the legal requirements in other countries.

Non-Resident Shareholders will therefore not be entitled to participate in the Offer. Non-Resident Shareholders should contact the Company Secretary should they have any queries.

Details of the Offer will be contained in an offer document, which will be mailed to all Eligible Shareholders. Eligible Shareholders should read the offer document carefully.

Disclosure

The Offer is being made in accordance with section 708AA of the Act. The Offer does not require, and is being made without, disclosure to investors under a disclosure document.

Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Email: [email protected]

Effect on capital structure

The capital structure of the Company on completion of the Offer will be as follows*:

Shares
Shares currently on issue 132,656,953
Shares offered under the Offer 22,109,492
Total shares on issue on completion of the Offer 154,766,445
Options
Options currently on issue 22,772,274
Options offered under the Offer 22,109,492
Total options on issue on completion of the Offer 44,881,766

* Assuming the Offer is fully subscribed and none of the options currently on issue are exercised before the Record Date. In addition to the options shown above, there are a further 2,800,000 unquoted options on issue under the Company’s Employee Share Option Plan.

The Directors of the Company reserve the power of placement of any under subscriptions.

Offer timetable

The timetable and important dates of the Offer are set out below:

Offer announcement 20 October 2008
Lodgement of cleansing notice and Appendix 3B with ASX 20 October 2008
Notice sent to shareholders 27 October 2008
Ex date 28 October 2008
Record Date for determining entitlements 3 November 2008
Offer document despatched to eligible shareholders 5 November 2008
Closing date of the Offer 21 November 2008
Securities quoted on a deferred settlement basis 24 November 2008
Company notifies ASX of under subscriptions 26 November 2008
Despatch of holding statements 1 December 2008

Further information

If you require further information about the Offer, you should contact the Company Secretary.

Yours faithfully

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Gregory Howard Solomon Chairman

Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Email: [email protected]